Schedule One - Pulsar Helium Inc. | RNS | Ticker

Schedule One - Pulsar Helium Inc.

RNS Announcement

RNS Number : 8770G

AIM

04 October 2024

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Pulsar Helium Inc. ("Pulsar Helium", the "Company" or, together with its subsidiaries, the "Group").

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Registered office address:

Unit 1 - 15782

Marine Drive

White Rock

British Columbia V4B 1E6

Canada

Trading address / Head office address:

Rua Frederico Arouca

Number 251

2 Frente, 2750-356

Cascais

Portugal

COUNTRY OF INCORPORATION:

Province of British Columbia, Canada

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

https://www.pulsarhelium.com/ (AIM Rule 26 section will be available from Admission)

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Pulsar Helium is a publicly traded company on the TSX Venture Exchange (TSXV:PLSR) and the OTC QB Venture Market (OTCQB:PSRHF) focused on helium exploration and development.

The Company's primary focus is the exploration and development of helium at its appraisal-stage Topaz Project, located in Lake County, Minnesota in the United States of America. The Company drilled an appraisal well in February 2024, named Jetstream #1, which confirmed a gas accumulation with helium concentrations of between 8.7% to 14.5% helium, with flow testing recording a maximum rate of 821 Mcf per day under well-head compression. In July and August 2024, the Company acquired a 20.4km 2D seismic line survey at the Topaz Project to assist considerations for the placement of step out wells and a deepening of the Jetstream #1 appraisal well.

The Company also holds two exploration/prospecting licences in Greenland, comprising the Tunu Project.

The Company's main country of operation is United States of America.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

Number of common shares of no par value in the capital of the Company ("Common Shares") to be admitted: TBC.

Issue price: TBC.

No Common Shares are held in treasury.

The Common Shares (via Depositary Interests through CREST) will be freely transferable on AIM, however the new Common Shares to be issued pursuant to the placing to be undertaken in conjunction with the proposed admission to trading on AIM of the Company's securities ("Admission") will have a temporary restriction on the flow of such Common Shares into Canada for a period of four months and one day from the date of issue. This is a TSX Venture Exchange rule known as an Exchange Hold Period.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital to be raised on Admission: TBC

Anticipated market capitalisation on Admission: TBC (market capitalisation on the TSXV as at market close on 2 October 2024 of c. C$58 million (c. £33 million)).

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

TBC

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

The Company's Common Shares are traded on the TSX Venture Exchange under the trading symbol "PLSR" and the OTC QB Venture Market in the United States under the trading symbol "PSRHF".

THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION (Y/N)

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Neil Lindsey Herbert - Executive Chair

Thomas (Tom) Harvey Abraham-James - CEO & President

Daniel (Dan) Alexander O'Brien - Chief Financial Officer

Geoffrey (Stu) Stuart Crow - Independent Non-Executive Director

Brice Wiebout Paul Laurent - Non-Executive Director

Doris Aileen Meyer - Independent Non-Executive Director

Jón Arthur Ferrier - Senior Independent Non-Executive Director

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Shareholder	Number of Common Shares	Before Admission	After Admission
ABCrescent Coöperatief U.A.¹	15,500,000	14.8%	TBC
Cambrian Limited²	12,906,898	12.3%	TBC
Thomas (Tom) Abraham-James³	12,334,454	11.7%	TBC
Archean Pty Ltd⁴	9,490,243	9.0%	TBC
Michael Keyes⁵	6,175,849	5.9%	TBC

Notes:

1 - Pursuant to its Investor Rights Agreement with the Group, ABCrescent Coöperatief U.A. ("ABCrescent") has the right to appoint a nominee director to the Board provided it holds in excess of 10% of the Company's issued share capital. Brice Laurent, managing director of ABCrescent, is a Non-Executive Director of the Company.

2 - Controlled by Neil Herbert, co-founder and Chair of Pulsar Helium.

3 - CEO, President and co-founder of Pulsar Helium.

4 - Trustee of the Bluett Family Trust. Mr Joshua (Josh) Bluett, technical manager and co-founder of Pulsar Helium, is the beneficial owner of this entity.

5 - Former director of Invenir Ltd, the Company's wholly owned subsidiary. His Common Shares are held through Frontier Resources International Inc.

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

N/A

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 30 September

(ii) 30 June 2024

(iii) 31 March 2025 (audited annual results for the year ended 30 September 2024)

30 June 2025 (unaudited interim results for the six months ending 31 March 2025)

31 March 2026 (audited annual results for the year ending 30 September 2025)

As an existing TSXV listed company, the Company also prepares quarterly results.

EXPECTED ADMISSION DATE:

Mid October 2024

NAME AND ADDRESS OF NOMINATED ADVISER:

Strand Hanson Limited

26 Mount Row

London W1K 3SQ

United Kingdom

NAME AND ADDRESS OF BROKER:

OAK Securities (trading name of Merlin Partners LLP)

90 Jermyn Street

London SW1Y 6JD

United Kingdom

From Admission, as joint broker with OAK Securities:

Strand Hanson Limited

26 Mount Row

London W1K 3SQ

United Kingdom

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

The Admission Document, which will contain full details about the applicant and the admission of its securities, will be available on the Company's website at https://www.pulsarhelium.com/ from the date of Admission.

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

The Company is subject to the National Instrument 58-101 Disclosure of Corporate Governance Practices, which prescribes certain disclosure by the Company of its corporate governance practices and National Policy 58-201 Corporate Governance Guidelines, which provides non-prescriptive guidelines on corporate governance practices for the Company (the "Regulations"). In addition to stating compliance with the above Regulations, the Company will set out, in its admission document, the extent to which its corporate governance practices in line with these Regulations differ from the principles in the QCA Corporate Governance Code.

DATE OF NOTIFICATION:

4 October 2024

NEW/ UPDATE:

New

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RNS metadata

Title: Schedule One - Pulsar Helium Inc.
Time: 08:00:00
Date: 4 Oct 2024
Category: Capital structure
ID: 8770G